公司于2024年8月7日召开2024年第一次临时股东大会， 审议通过了公司发行股份购买资产及募集配套资金方案 （以下简称"本次发行"）的相关议案以及审议通过了 《关于提请股东大会授权董事会及其授权人士全权办理本 次交易相关事宜的议案》。根据2024年第一次临时股东大 会决议，公司本次发行相关决议的有效期为自公司股东大 会审议通过之日起十二个月内有效，即有效期至2025年8月 7日。公司鉴于本次发行相关决议的有效期即将届满，而公 司本次发行相关事项尚在进行中，为保证本次发行相关工 作持续、有效、顺利地进行，现将本次发行相关决议的有 沈阳机床股份有限公司第十届董事会 第十二次独立董事专门会议决议 根据《上市公司独立董事管理办法》《上市公司治理 准则》的要求和《公司章程》的有关规定，公司全体独立 董事于 2025 年 7 月 22 日以通讯方式召开关于公司第十届 董事会第十二次独立董事专门会议，对拟提交公司第十届 董事会第二十六次会议审议的《关于延长沈阳机床股份有 限公司发行股份购买资产并募集配套资金事宜相关决议有 效期的议案》《关于提请股东大会延长授权董事会及其授 权人全权办理本次交易相关事宜的议案》进行了审核， ...

股票代码：000410 股票简称：沈阳机床 公告编号：2025-45 沈阳机床股份有限公司 2.本次董事会于 2025 年 7 月 22 日以现场结合视频方式 召开。 3.本次董事会应出席董事 5 人，实际出席 5 人。董事徐 永明、张旭、独立董事哈刚、独立董事王英明、独立董事袁 知柱视频参会。 4.本次董事会由董事徐永明先生主持。 本次董事会的召开符合《中华人民共和国公司法》及《公 司章程》的相关规定。 二、会议审议并通过了如下议案 1.审议通过《关于调整公司组织机构的议案》 第十届董事会第二十六次会议决议公告 本公司及董事会成员保证公告内容的真实、准确、完整，没有虚假记载、误 导性陈述或者重大遗漏。 一、董事会会议召开情况 1.本次董事会会议通知于 2025 年 7 月 16 日以电子邮件 方式发出。 公司于 2024 年 8 月 7 日召开 2024 年第一次临时股东大 会，审议通过了公司发行股份购买资产及募集配套资金方案 （以下简称"本次发行"）的相关议案以及审议通过了《关 于提请股东大会授权董事会及其授权人士全权办理本次交 易相关事宜的议案》。根据 2024 年第一次临时股东大会决 议，公司本次发行 ...

Core Viewpoint - Shenyang Machine Tool has experienced significant growth since its listing in 1996, with its market value increasing from 1.295 billion yuan to 15.782 billion yuan, reflecting the development of China's machine tool manufacturing industry, although its profitability has faced considerable pressure in recent years [1][3]. Business Overview - The main business of Shenyang Machine Tool includes machinery equipment manufacturing, machine tool manufacturing, mechanical processing, and import-export trade. Its core products are primarily divided into CNC machine tools, which account for 66.45% of revenue, and other products, which account for 26.46% [3]. - Since its listing, Shenyang Machine Tool has recorded a cumulative profit growth of -89.53%, with a net profit of 0.67 million yuan in 1996 and only 0.07 million yuan in the latest complete fiscal year of 2024. The company has reported losses in 6 out of the 29 years since its listing, with profit growth years accounting for 55.56% [3][4]. Financial Performance - Revenue analysis shows that Shenyang Machine Tool achieved 1.343 billion yuan in revenue in 2020, increasing to 1.504 billion yuan in 2024. The revenue has remained relatively stable over the past five years, but growth has been weak [4]. - In terms of profit, the company reported a net loss of 722 million yuan in 2020, turning to a net profit of 0.07 million yuan in 2024. Although the company has moved from deep losses to a slight profit, the scale of profitability remains minimal [4]. Market Value and Stock Performance - Since its listing, Shenyang Machine Tool's market value has increased by 11.19 times, indicating long-term investment value. The peak market value reached 33.29 billion yuan on May 20, 2015, with a stock price of 43.49 yuan. As of July 17, the stock price was 6.69 yuan, with a market value of 15.782 billion yuan, representing a decrease of 17.509 billion yuan from its peak, or a 52.59% market value evaporation [6].

Performance Forecast - The company expects a positive net profit and a turnaround from losses for the period from January 1, 2025, to June 30, 2025 [1] - The net profit attributable to shareholders is anticipated to increase year-on-year due to the successful acquisition of three companies, which will be included in the consolidated financial statements starting June 30, 2025 [2][1] - The three acquired companies are expected to contribute positively to the company's profitability [2] Accounting and Reporting - The performance forecast has not been audited by an accounting firm [2] - The company has made adjustments to the previous year's figures in accordance with accounting standards due to the acquisition of subsidiaries [1] Strategic Initiatives - The company has implemented various measures to enhance operational efficiency and improve performance, contributing to the expected increase in net profit [2]

[Current Period Performance Forecast](index=1&type=section&id=I.%20Current%20Period%20Performance%20Forecast) The company expects H1 2025 net profit attributable to shareholders to be **RMB 35 million to RMB 45 million**, turning around from a **RMB 49.2 million** loss, primarily due to new asset consolidation Key Financial Performance Indicators | Item | Current Reporting Period (Jan 1 - Jun 30, 2025) | Prior Period (Restated) | | :--- | :--- | :--- | | **Net Profit Attributable to Shareholders** | **Profit: RMB 35 million – RMB 45 million** | **Loss: RMB 49.2 million** | | **Net Profit After Non-Recurring Items** | Loss: RMB 30 million – RMB 40 million | Loss: RMB 93.17 million | | **Basic Earnings Per Share** | RMB 0.0148/share – RMB 0.0191/share | Loss: RMB 0.0209/share | - The company retrospectively adjusted prior period financial data due to the acquisition of three companies (Zhongjie Factory, Zhongjie Aerospace, and Tianjin Tianduan) during the reporting period, which constituted a business combination under common control[3](index=3&type=chunk) - According to accounting standards, net profit or loss from the beginning of the period to the consolidation date for subsidiaries acquired under common control is classified as non-recurring gain/loss, resulting in a continued net loss after non-recurring items[4](index=4&type=chunk) [Communication with Accounting Firm](index=2&type=section&id=II.%20Communication%20with%20Accounting%20Firm) The company explicitly states that this performance forecast has not been audited by an accounting firm - This performance forecast represents the company's preliminary internal estimation and has not been audited by a certified public accountant[5](index=5&type=chunk) [Explanation of Performance Change](index=2&type=section&id=III.%20Explanation%20of%20Performance%20Change) The company's profitability turnaround is driven by the acquisition and consolidation of three profitable entities by **June 30, 2025**, and internal operational improvements - One core driver of performance growth is the completion of asset acquisition through share issuance, with three profitable target companies officially consolidated by **June 30, 2025**[6](index=6&type=chunk) - Another performance growth driver stems from the listed company's organic improvement in its main business, achieving enhanced operational efficiency through industry focus and quality improvement[6](index=6&type=chunk) [Risk Warning](index=2&type=section&id=IV.%20Risk%20Warning) This performance forecast is a preliminary estimate, with final data subject to the **2025 Semi-Annual Report**, and official disclosure channels are designated - The data in this performance forecast is a preliminary estimate, and the final data will be subject to the **2025 Semi-Annual Report**[8](index=8&type=chunk) - The company's designated information disclosure media are Securities Times, China Securities Journal, Shanghai Securities News, and Juchao Information Network[8](index=8&type=chunk)

Core Viewpoint - Shenyang Machine Tool (000410) expects a net profit of 35 million to 45 million yuan in the first half of 2025, a significant recovery from a loss of 49.2 million yuan in the same period last year [1] Company Summary - The company is projecting a turnaround in financial performance with a positive net profit forecast for the upcoming period [1] - The previous year's performance showed a substantial loss, indicating a potential improvement in operational efficiency or market conditions [1]

Core Insights - The first domestically produced 40 MPa high-pressure large-capacity centrifugal gas injection compressor has been successfully implemented at the Yaha gas storage facility in the Tarim Oilfield, marking a significant milestone in China's gas storage technology [1][2] - This development signifies the complete localization of gas storage equipment, breaking foreign technology monopolies and providing new technical support for national energy security [1][2] Group 1: Equipment and Technology - The 40 MPa compressor is designed to handle a daily natural gas volume of 5.5 million cubic meters, with an injection pressure of 40 MPa and a motor power of 23 megawatts, significantly enhancing the gas storage efficiency [2][5] - The compressor's development involved collaboration with Shenyang Blower Group Co., Ltd., focusing on key technologies such as high-pressure cylinder design and efficient flow models, resulting in a product with completely independent intellectual property rights [5] - Innovative technologies include a compact drive scheme using "variable frequency motor + gearbox + high-low pressure cylinder coaxial" to reduce footprint and investment costs, as well as advanced manufacturing techniques for the impeller [5] Group 2: Project Overview - The Yaha gas storage facility is located in the Kucha area of Aksu, Xinjiang, and is China's first deep-layer condensate gas storage facility, part of a key construction project by China National Petroleum Corporation [2] - The construction of the gas storage facility follows a phased approach, with an initial working gas volume of 2.4 billion cubic meters, aimed at seasonal peak shaving and emergency gas supply for five regions in southern Xinjiang [2] - Upon completion of the second phase, the facility will achieve a strategic working gas volume of 5 billion cubic meters, enhancing the peak shaving and emergency gas supply capabilities of the West-to-East Gas Transmission pipeline [2]

Core Insights - The Chinese gantry machining center industry is experiencing robust growth, with a projected market size of 5.027 billion yuan in 2024, representing a year-on-year increase of 2.07% [1][16] - Significant advancements have been made in high-end and intelligent technologies within the domestic gantry machining center sector, with companies increasing R&D investments to overcome key technical challenges [1][16] - The localization rate of CNC systems, which serve as the "brain" of gantry machining centers, is gradually improving, laying a solid foundation for the industry's autonomous and controllable development [1][16] Industry Overview - Gantry machining centers are large CNC machine tools designed for precision machining of large workpieces and complex shapes, featuring a high-rigidity and stable processing platform [1] - The industry has evolved through four main stages: initial reliance on imports, a phase of independent R&D, industrialization, and a current focus on high-end transformation [6][7][9] Industry Development History - The industry began in the 1980s and 1990s, with a surge in demand for high-end machine tools leading to collaborations with international manufacturers to absorb CNC technology [6] - From 2000 to 2010, domestic companies began to break foreign monopolies, with significant advancements in five-axis gantry machining centers [7] - The period from 2011 to 2020 saw the establishment of a complete industrial chain, with key components achieving self-sufficiency [9] Industry Chain - The gantry machining center industry chain includes components, basic materials, and electrical elements, with downstream applications in aerospace, automotive manufacturing, and mold making [12] Market Size - The CNC system market in China is projected to reach 15.287 billion yuan in 2024, with a year-on-year growth of 5.55%, driven by increasing demand for high-precision and efficient processing equipment [14] Key Companies - Major players include Shenyang Machine Tool, Dalian Machine Tool, and private enterprises like Haitai Precision and Nuowei CNC, each competing in different market segments [18][20][22] - Haitai Precision is a leading domestic manufacturer with a market share of nearly 80% in heavy gantry machining centers, reporting a revenue of 1.755 billion yuan in 2024 [20] - Guosheng Intelligent Technology has shown significant growth, with a revenue increase of 16.48% year-on-year in Q1 2025 [22] Industry Trends - The industry is expected to embrace technological upgrades and intelligent development, integrating IoT, big data, and AI to enhance performance and efficiency [24] - The demand for high-precision machining equipment will continue to rise, particularly in emerging markets such as new energy vehicles and 3C electronics [25][26] - Domestic companies are likely to accelerate the process of replacing imports, while also facing intensified international competition [27]

Group 1 - Beixin Road and Bridge's application for issuing shares to specific targets has been approved by the Shenzhen Stock Exchange, pending approval from the China Securities Regulatory Commission [1] - Wangbian Electric's shareholders plan to reduce their holdings by a total of up to 2.99% of the company's shares, with specific reductions detailed for each shareholder [1] - Guotou Zhonglu is planning a major asset restructuring, leading to a suspension of its stock trading for up to 10 trading days [2] Group 2 - Baiotai has signed a licensing agreement with SteinCares for the commercialization of BAT2406 in Brazil and Latin America, with total payments potentially reaching up to $10 million [3] - Dongfang Bio has obtained two medical device registration certificates for its products, which are valid until June 1, 2030 [4] - Pulaike's subsidiary has received a new veterinary drug registration certificate [5] Group 3 - Wanyi Technology has signed an agreement to establish a joint laboratory with the Energy Research Institute, with a total research and development budget of 6 million yuan [6] - Yingboer plans to use up to 300 million yuan of idle funds for financial management [7] - Blue Biological has received two new veterinary drug registration certificates [8] Group 4 - Jinkai New Energy intends to inject up to 1.247 billion yuan into its wholly-owned subsidiary to enhance its operational capabilities [9] - China Pacific Insurance's assistant general manager's qualification has been approved [10] - Zhaoyan New Drug is reducing its registered capital and notifying creditors [11] Group 5 - Weili Medical plans to invest 37.5 million yuan in establishing a medical industry investment fund [12] - Hongbai New Materials has signed a deposit agreement for idle raised funds [13] - Tongyou Technology is applying for a credit limit of 10 million yuan from a bank [14] Group 6 - Warner Pharmaceutical's subsidiary has received approval for its magnesium sulfate raw material drug [15] - Fuda Co. plans to establish a wholly-owned subsidiary with a capital contribution of 475 million yuan [16] - Yabao Pharmaceutical has obtained a loan commitment letter for stock repurchase of up to 90 million yuan [17] Group 7 - Zhongyin Securities' chairman has resigned due to work adjustments [18] - Aili Home has terminated its share reduction plan ahead of schedule [19] - Samsung New Materials has appointed a new financial officer [20] Group 8 - Guobang Pharmaceutical's subsidiary has received EU GMP certification for its product [21] - Yipin Hong has received a drug registration certificate for its injection solution [22] - Wenzhou Hongfeng's subsidiary has obtained a utility model patent certificate [23] Group 9 - Cangge Mining plans to sign a financial service agreement with Zijin Mining Group [24] - Naipu Mining's application for convertible bonds has been accepted by the Shenzhen Stock Exchange [25] - Shenyang Machine Tool has completed its major asset restructuring [26] Group 10 - Xinlaifu plans to distribute a cash dividend of 5 yuan per 10 shares [27] - Jiashitang plans to distribute a cash dividend of 1.7 yuan per 10 shares [28] - Manbuer plans to distribute a cash dividend of 2.5 yuan per 10 shares [29] Group 11 - Guo Wang Yingda plans to distribute a cash dividend of 0.51 yuan per 10 shares [30] - Changsha Bank's shareholder plans to reduce holdings by up to 0.92% [31] - Hu Nong Commercial Bank plans to distribute a cash dividend of 1.93 yuan per 10 shares [32] Group 12 - Huaxiang Co. plans to distribute a cash dividend of 1.17 yuan per 10 shares [33]

上海市方达律师事务所 关于沈阳机床股份有限公司 发行股份购买资产并募集配套资金暨关联交易 之实施情况的法律意见书 上海市方达律师事务所 法律意见书 FANGDA PARTNERS http://www.fangdalaw.com 中国上海市石门一路 288 号 电子邮件 E-mail: email@fangdalaw.com 兴业太古汇香港兴业中心二座 24 楼 电 话 Tel.: +86-21-2208 1166 邮政编码：200041 传 真 Fax.: +86-21-5298 5599 24/F, HKRI Centre Two HKRI Taikoo Hui 288 Shi Men Yi Road Shanghai, PRC 200041 上海市方达律师事务所 关于沈阳机床股份有限公司 发行股份购买资产并募集配套资金暨关联交易 之实施情况的法律意见书 致：沈阳机床股份有限公司 2025 年 6 月 上海市方达律师事务所（以下简称"本所"）是具有中华人民共和国境内法律 执业资格的律师事务所。本所受沈阳机床股份有限公司（以下简称"沈阳机床"或 "上市公司"）的委托，担任沈阳机床发行股份购买资产并募集配套资 ...